Make The World
More Sustainable[Provisional Translation Only]
This English translation of the original Japanese document is provided solely for information purposes.
Should there be any discrepancies between this translation and the Japanese original, the latter shall prevail.

September 17, 2024
IssuerIchigo Hotel REIT Investment Corporation (“Ichigo Hotel,” 3463)
2-6-1 Marunouchi, Chiyoda-ku, Tokyo
Representative: Eriko Ishii, Executive Director
www.ichigo-hotel.co.jp/en
Asset Management Company
Ichigo Investment Advisors Co., Ltd.
Representative: Hiroshi Iwai, President
Inquiries: Hidehito Iwasaka, Head of Ichigo Hotel
Tel: +81-3-4485-5232

Proposed Amendments to Articles of Incorporation, Director Candidates,
Director Compensation, and Independent Auditor Candidate
for Shareholder Approval at Sixth Shareholder Meeting
Ichigo Hotel’s Board of Directors decided today to submit the following amendments to
its Articles of Incorporation (AOI), Director candidates, Director compensation, andIndependent Auditor candidate for approval at its Sixth Shareholder Meeting scheduledon October 26, 2024.
1. Proposal 1: Amendment to the Articles of Incorporation (AOI) – Reduce upper limit
on Director compensation and introduce upper limit on number of Directors
Ichigo Hotel’s Board of Directors conducted a review to determine the appropriate
number of Directors in light of the profitability and size of Ichigo Hotel’s portfolio andthe number of Directors at other investment corporations. As a result, the Board of
Directors determined that although three Directors are currently sufficient andappropriate to carry out the functions of the Executive Director, Supervisory Directors,
and the Board of Directors, additional Directors may be necessary depending on Ichigo
Hotel’s future operating environment. As such, Ichigo Hotel is proposing a limit on thenumber of Directors to five in order to prevent Ichigo Hotel from having an excess
number of Directors in relation to the profitability and size of Ichigo Hotel’s portfolio
and incurring excessive Director compensation (Article 18).
Ichigo Hotel’s Board of Directors also conducted a review to determine the appropriate
upper Director compensation limit in light of past Director compensation paid by Ichigo
Hotel and the expected roles and responsibilities in this role. As a result, Ichigo Hoteldetermined that an upper limit of JPY 720,000 per month for each Executive Director
and JPY 450,000 per month for each Supervisory Director are appropriate amounts, andproposes changing Article 20 as follows and reduce the maximum Executive Director
and Supervisor Director compensation amounts by 10% (Article 20).
For details on the proposal, please refer to the attached “Materials for the Sixth
Shareholder Meeting.”

12. Proposal 2: Amendment to the Articles of Incorporation (AOI) – Changes in the scopeof investments, asset valuation methods, and dividend distribution
As it is a requirement for Ichigo Hotel to make investments pursuant to the Small andMedium-Sized Enterprise Cooperatives Act (Act No. 181 of 1949, including subsequent
revisions) and Shinkin Bank Act (Act No. 238 of 1951, including subsequent revisions)when borrowing funds via loans from credit associations or credit unions (shinkinbanks), Ichigo Hotel is proposing to add these investments to its scope of investments(Article 31, Clause 5).
Pursuant to revisions made to ASBJ Standard No. 30 (Accounting Standard for Fair
Value Measurement), ASBJ Standard No. 10 (Accounting Standard for Financial
Instruments), and any related new or revised accounting standards and implementation
guidelines pertaining to the asset valuation of securities and rights associated with
derivative transactions, Ichigo Hotel is proposing to amend the relevant parts of its AOI(Article 34, Clause 1) as follows.
Pursuant to the stipulation of “Total Investments” as a result of revisions to theInvestment Trust and Investment Corporation Act and Ordinance on Accounting at
Investment Corporations (Cabinet Order No. 47 of 2006, including subsequent
revisions), Ichigo Hotel is proposing to similarly stipulate “Total Investments” in its
AOI (Article 37).
For details on the proposal, please refer to the attached “Materials for the Sixth
Shareholder Meeting.”
3. Proposal 3: Amendment to the Articles of Incorporation (AOI) – Asset Management Fee
Reduction & Linkage to Ichigo Hotel Share Performance
If dividend increases as a result of gains on sales and the corresponding value created is
distributed to shareholders as dividend, it constitutes an increase in Ichigo Hotel’s NOI& Dividend Performance Fee. Ichigo Hotel reviewed its NOI & Dividend PerformanceFee, and is proposing to subtract the Gains on Sale Performance Fee amount from the
NOI & Dividend Performance Fee should a Gains on Sale Performance Fee arise(Attachment Item 2).
To further align the asset management company’s incentives with shareholder value,
Ichigo Hotel is proposing to reduce the rates of the Gains on Merger Performance Feeand Gains on REIT TOB Sale Performance Fee from 15% to 10% of Unrealized Gains
per Share multiplied by Number of Shares Outstanding (Attachment Items 3-4).
Rate
BeforeAfter

Fee Structure
Gains on Merger
Performance Fee
Gains on REIT TOB
Sale Performance Fee

Unrealized Gains per Share x
Number of Shares Outstanding x
Rate
Unrealized Gains per Share x
Number of Shares Outstanding x
Rate

15%

10%

15%

10%

In order to provide more detail on the Gains on REIT TOB Sale Performance Fee under
the current AOI and reflect the possibility of squeeze-out transactions initiated by thebuyer after a TOB, Ichigo Hotel is proposing to add language that squeezed-out shares
will be included in the calculation of the additional performance fee and the portion of
the performance fee that corresponds to the squeezed-out shares will be calculated at thetime of the completion of the squeeze-out transaction (Attachment Item 4).

2

For details on the proposal, please refer to the attached “Materials for the Sixth
Shareholder Meeting.”
4.

Nomination of Directors

Due to the expiration of the Directors’ current terms of office as of the end of the
Shareholder Meeting scheduled for October 26, 2024, Ichigo Hotel’s Board of Directors
is proposing the re-election of Executive Director Eriko Ishii and Supervisory Directors
Masaru Iida and the election of Ju Furuta.
To ensure the minimum number of Directors as required by law, Ichigo Hotel’s Board of
Directors is also proposing the election of a new Alternate Executive Director and a new
Alternate Supervisory Director.
(1) Executive Director Candidate(2) Supervisory Director Candidates(3) Alternate Executive Director Candidate(4) Alternate Supervisory Director Candidate

Eriko Ishii
Masaru Iida
Hiromi Yamaguchi
Takao Sakuma

Ju Furuta (new)Please see the “Materials for the Sixth Shareholder Meeting” for the candidate profiles.
5.

Appointment of Independent Auditor

As the term of the current Independent Auditor, Grant Thornton Taiyo LLC will expire
after the shareholder meeting, and in light of Ichigo Hotel’s ongoing growth, Ichigo
Hotel is proposing to change its Independent Auditor to Deloitte Touche Tohmatsu LLC(Deloitte), taking into account Deloitte’s extensive experience and their proposed audit
service fees, based on Article 26 of the current AOI.
(1) Date of Change in Independent Auditor
October 26, 2024 (date of the shareholder meeting)
The new independent auditor will conduct the audit of Ichigo Hotel’s January 2025
fiscal period (August 1, 2024 to January 31, 2025).
(2) Overview of New Independent Auditor Candidate
Deloitte Touche Tohmatsu LLC
Location

Marunouchi Nijubashi Building, Marunouchi 3-2-3, Chiyoda-ku, Tokyo

Executive
Officers

Masashi Tsurumi, Takeshi Shimoiizaka(3) Overview of Current Independent Auditor
Grant Thornton Taiyo LLC
Location

Akasaka K Tower, 1-2-7 Moto Akasaka, Minato-ku, Tokyo

Executive
Officers

Tetsuo Shibaya, Daisuke Noda

(4) Appointment Date of Current Independent Auditor
July 22, 20153

(5) Audit Opinions of Current Independent Auditor on Financial Reports of Most
Recent Three Years
None(6) New Independent Auditor Rationale
As the term of the current Independent Auditor, Grant Thornton Taiyo LLC, will expire
after the shareholder meeting scheduled on October 26, 2024, and in light of Ichigo
Hotel’s ongoing growth, Ichigo Hotel reviewed and is proposing to change its
Independent Auditor to Deloitte Touche Tohmatsu LLC (Deloitte), taking into accountDeloitte’s extensive experience and their proposed audit service fees, which Ichigo
Hotel believes are reasonable and appropriate.
(7) Current Independent Auditor’s Opinion Regarding (5) Above
Ichigo Hotel has been notified by the current Independent Auditor that they do not haveany opinions regarding the above.
Please see the “Materials for the Sixth Shareholder Meeting” for the new Independent
Auditor profile.
6. Schedule
September 17, 2024 (today)
October 4, 2024
October 26, 2024

Board of Directors resolution
Shareholder meeting materials publication (expected)
Electronic provision of the shareholder meeting materials
at Ichigo Hotel website and the TSE website (expected)
Shareholder meeting (expected)(Attachment) Materials for the Sixth Shareholder Meeting4Materials for the Sixth Shareholder Meeting
Dear Shareholders:
We are pleased to invite you to attend the Sixth Shareholder Meeting (“Shareholder
Meeting”) of Ichigo Hotel REIT (“Ichigo Hotel”).
If you are unable to attend the Shareholder Meeting, you may also exercise your voting
rights via postal mail. We would appreciate it if you could please review these
Shareholder Meeting materials and cast your vote by returning your voting form no later
than Friday, October 25, 2024, 6:15 p.m. JST.
Pursuant to Article 93, Clause 1 of the Act on Investment Trusts and Investment
Corporations (“Investment Trusts Act”), Ichigo Hotel stipulates rules with respect toJapan’s Deemed Approval system for shareholder voting in the Investment Trusts Act
under Article 15 of its Articles of Incorporation (“AOI”). Cases where Deemed
Approval are not applicable are stipulated under Article 15, Clause 3.
Ichigo Office Articles of Incorporation Article 15
1. If a shareholder does not attend the shareholder meeting and does not exercise
voting rights, the shareholder shall be deemed to be in favor (“Deemed
Approval”) of shareholder meeting proposals (when multiple proposals are
submitted, those proposals that conflict with each other will be excluded from thisDeemed Approval).
2. The number of votes by shareholders deemed to be in favor or shareholder
meeting proposals based on Clause 1 above is added to the number of votes byshareholder in attendance.
3. Clause 2 above is not applicable to proposals regarding the following if (i) aminority shareholder owning at least 1% of total shares outstanding for at least six
consecutive months submits a notice of opposition to the Investment Corporation(or if the convener of the shareholder meeting is not the Executive Director or a
Supervisory Director, then to the Investment Corporation and the shareholder
meeting convener) within two weeks of the earlier of the date that the Investment
Corporation announces the proposals on its website or the date the convener
announces the proposal; or (ii) the Investment Corporation expresses opposition
to the proposals in shareholder meeting materials or on its website.
(1) the appointment or dismissal of the Executive Director or Supervisory
Directors;(2) the execution or termination of asset management agreements with the AssetManagement Company;(3) the dissolution of the Investment Corporation;(4) reverse share splits;(5) the waiving of the liability of the Executive Director, Supervisory Directors,
or External Auditors; and(6) approval for absorption-type and consolidation-type (new entity) mergers.
4. Clauses 1 and 2 above are not applicable to proposals regarding amendments to
Article 15.
Please refer to Shareholder Meeting Proposals Treatment below for a description of how
the above rules are applied to each Shareholder Meeting proposal.

5In holding the Shareholder Meeting, Ichigo Hotel has taken measures to electronicallyprovide reference materials for the Shareholder Meeting and has uploaded “Materials
for the Sixth Shareholder Meeting” on its website.
Ichigo Hotel website:www.ichigo-hotel.co.jp/en/ir/general_meeting.html
Ichigo Hotel has also uploaded its reference materials for the Shareholder Meeting on
the Tokyo Stock Exchange (“TSE”) website. To access the reference materials, please
visit the TSE website and search the entity name “Ichigo Hotel REIT Investment
Corporation” or the security code “3463,” go to “Basic Information” and “Documents
for Public Inspection/PR information” tabs, and select “Notice of General Investors
Meeting/Informational Materials for a General Investors Meeting.”
Japan Exchange Group website (Listed Company Search):www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show

6

Shareholder Meeting Details
1. Date and Time

Saturday, October 26, 2024 at 10:00 a.m.

2. Place

La Rose I, Fifth Floor, Dai-ichi Hotel Tokyo
1-2-6 Shimbashi, Minato-ku, Tokyo

3. Agenda
Proposal 1: Amendment to the Articles of Incorporation (AOI) – Reduce upper limit
on Director compensation and introduce upper limit on number of
Directors
Proposal 2: Amendment to the Articles of Incorporation (AOI) – Changes in the scopeof investments, asset valuation methods, and dividend distribution
Proposal 3: Amendment to the Articles of Incorporation (AOI) – Asset Management Fee
Reduction & Linkage to Ichigo Hotel Share Performance
Proposal 4: Nomination of Eriko Ishii as Executive Director
Proposal 5: Nomination of Masaru Iida and Ju Furuta as Supervisory Directors
Proposal 6: Nomination of Hiromi Yamaguchi as Alternate Executive Director
Proposal 7: Nomination of Takao Sakuma as Alternate Supervisory Director
Proposal 8: Appointment of Independent Auditor
Please bring your voting form with you and hand it in at the reception when attending
the Shareholder Meeting.
Please note that votes cast in writing that do not indicate “For” or “Against” for any
proposals will be treated as “For” those proposals.
To cast a vote via proxy, another shareholder with voting rights may attend theShareholder Meeting as a proxy. In this case, the proxy shareholder must submit a
power of attorney and the voting form at the reception.
Should there be any corrections to the reference materials, Ichigo Hotel will announce
the relevant sections before and after the corrections on the Ichigo Hotel and TSE
websites.
Ichigo Hotel Website: www.ichigo-hotel.co.jp/en
Japan Exchange Group Website (Listed Company Search):www2.jpx.co.jp/tseHpFront/JJK010010Action.do?Show=Show7

Shareholder Meeting Proposals(1) Proposal 1: Amendment to the Articles of Incorporation (AOI) – Reduce upper limit
on Director compensation and introduce upper limit on number of Directors
Ichigo Hotel’s Board of Directors conducted a review to determine the appropriate
number of Directors in light of the profitability and size of Ichigo Hotel’s portfolio andthe number of Directors at other investment corporations. As a result, the Board of
Directors determined that although three Directors are currently sufficient andappropriate to carry out the functions of the Executive Director, Supervisory Directors,
and the Board of Directors, additional Directors may be necessary depending on Ichigo
Hotel’s future operating environment. As such, Ichigo Hotel is proposing a limit on thenumber of Directors to five in order to prevent Ichigo Hotel from having an excess
number of Directors in relation to the profitability and size of Ichigo Hotel’s portfolio
and incurring excessive Director compensation (Article 18).
Ichigo Hotel’s Board of Directors also conducted a review to determine the appropriate
upper Director compensation limit in light of past Director compensation paid by Ichigo
Hotel and the expected roles and responsibilities in this role. As a result, Ichigo Hoteldetermined that an upper limit of JPY 720,000 per month for each Executive Director
and JPY 450,000 per month for each Supervisory Director are appropriate amounts, andproposes changing Article 20 as follows and reduce the maximum Executive Director
and Supervisor Director compensation amounts by 10%.
Current
Article 18 Number of Directors andComposition of the Board of Directors

After Amendment
Article 18 Number of Directors andComposition of the Board of Directors

The Investment Corporation shall have atleast one Executive Director and at least two
Supervisory Directors (however, the numberof Supervisory Directors shall be the number
of Executive Directors plus at least one). The
Board of Directors is comprised of all
Executive Directors and Supervisory
Directors.

The Investment Corporation shall have atleast one Executive Director and at least two
Supervisory Directors (however, the numberof Supervisory Directors shall be the number
of Executive Directors plus at least one). The
Board of Directors is comprised of all
Executive Directors and Supervisory
Directors, and is limited to no more than five
Directors.

Article 20 Payment Standards forCompensation of Directors

Article 20 Payment Standards forCompensation of Directors

The payment standards and timing of
payment for Directors of the Investment
Corporation shall be as follows.

The payment standards and timing of
payment for Directors of the Investment
Corporation shall be as follows.

(1) Compensation for each Executive
Director shall be an amount determinedby the Board of Directors as a reasonableamount in light of general price trends,
wage trends, etc., and limited to a
maximum of JPY 800,000 per month.
Remuneration for the current month shallbe paid by the end of the current montheach month.
(2) Compensation for each Supervisory(1) Compensation for each Executive
Director shall be an amount determinedby the Board of Directors as a reasonableamount in light of general price trends,
wage trends, etc., and limited to a
maximum of JPY 720,000 per month.
Remuneration for the current month shallbe paid by the end of the current montheach month.
(2) Compensation for each Supervisory8Current
Director shall be an amount determinedby the Board of Directors as a reasonableamount in light of general price trends,
wage trends, etc., and limited to a
maximum of JPY 500,000 per month.
Compensation for the current month shallbe paid by the end of the current montheach month.

After Amendment
Director shall be an amount determinedby the Board of Directors as a reasonableamount in light of general price trends,
wage trends, etc., and limited to a
maximum of JPY 450,000 per month.
Compensation for the current month shallbe paid by the end of the current montheach month.

9

4. Proposal 2: Amendment to the Articles of Incorporation (AOI) – Changes in the scopeof investments, asset valuation methods, and dividend distribution
As it is a requirement for Ichigo Hotel to make investments pursuant to the Small andMedium-Sized Enterprise Cooperatives Act (Act No. 181 of 1949, including subsequent
revisions) and Shinkin Bank Act (Act No. 238 of 1951, including subsequent revisions)when borrowing funds via loans from credit associations or credit unions (shinkinbanks), Ichigo Hotel is proposing to add these investments to its scope of investments(Article 31, Clause 5).
Pursuant to revisions made to ASBJ Standard No. 30 (Accounting Standard for Fair
Value Measurement), ASBJ Standard No. 10 (Accounting Standard for Financial
Instruments), and any related new or revised accounting standards and implementation
guidelines pertaining to the asset valuation of securities and rights associated with
derivative transactions, Ichigo Hotel is proposing to amend the relevant parts of its AOI(Article 34, Clause 1) as follows.
Pursuant to the stipulation of “Total Investments” as a result of revisions to theInvestment Trust and Investment Corporation Act and Ordinance on Accounting at
Investment Corporations (Cabinet Order No. 47 of 2006, including subsequent
revisions), Ichigo Hotel is proposing to similarly stipulate “Total Investments” in its
AOI (Article 37).
(Amended areas underlined)
Current
After Amendment
Article 31 Asset Type, Objective, and Scope Article 31 Asset Type, Objective, and Scopeof Managed Assetsof Managed Assets
1. – 4. (no change)

1. – 4. (omitted)

5. In addition to real estate-related assets and 5. In addition to real estate-related assets andassets specified under the above clauses,
assets specified under the above clauses,
the Investment Corporation is able tothe Investment Corporation is able toinvest in the following assets as necessary
invest in the following assets as necessary
for investments in real estate-related
for investments in real estate-related
assets.
assets.
(1) – (11) (omitted)(1) – (11) (no change)(NEW)(12) Investments stipulated under the Smalland Medium-Sized Enterprise
Cooperatives Act (Act No. 181 of 1949,
including subsequent revisions), limited
to investments necessary for theInvestment Corporation to borrow funds.

(NEW)(13) Investments stipulated under the Shinkin
Bank Act (Act No. 238 of 1951,
including subsequent revisions), limited
to investments necessary for theInvestment Corporation to borrow funds.

10Current(12) (omitted)

After Amendment(14) (no change)

6. (omitted)

6. (no change)

Article 34 Asset Valuation Methods,
Standards, and Reference Date

Article 34 Asset Valuation Methods,
Standards, and Reference Date

1. (no change)

1. (no change)(1) – (5) (no change)(1) – (5) (no change)(6) Securities Prescribed in Article 31,
Clause 4, Item 4
Held-to-maturity bonds are valued basedon acquisition price and other securities
are valued based on market price. If nomarket price is available, securities will
be valued based on acquisition price.

(6) Securities Prescribed in Article 31,
Clause 4, Item 4
Securities generating profits fromchanges in market prices are valued
based on market prices. Held-to-maturity
bonds are valued based on acquisition
price. However, if bonds are acquired at a
price that is lower or higher than thebond price, and the difference between
the acquisition price and bond price isdetermined to be treated as an interest
rate adjustment, the bonds are valued at a
price calculated using the amortized cost
method. Other securities are valued basedon market price. If no market price isavailable, securities will be valued basedon acquisition price.

(7) – (10) (no change)(7) – (10) (no change)

Article 37 Dividend Distribution Policy

Article 37 Dividend Distribution Policy

The Investment Corporation distributes
dividends based on the following policy.

The Investment Corporation distributes
dividends based on the following policy.

(1) Distribution of earnings(i) Of the total shareholder dividend
amount, the Investment Corporation’s
earnings (hereinafter referred to as“distributable amount”) are earnings
calculated based on accounting practices
commonly accepted as fair andreasonable.

(1) Distribution of earnings(i) Of the total shareholder dividend
amount, the Investment Corporation’s
earnings (in cases where net assets
recorded under the Investment
Corporation’s balance sheet exceed thetotal investment amounts recorded undereach accounting item stipulated under theOrdinance on Accounting at Investment
Corporations (Cabinet Order No. 47 of2006, including subsequent revisions)(hereinafter referred to as “total
investment amount”), the amount equal to
net assets minus total investment amount)(hereinafter referred to as “distributable
11

Current

After Amendment
amount”) are calculated based on
accounting practices commonly accepted
as fair and reasonable.
(ii) (no change)(ii) (omitted)(2) – (5) (omitted)(2) – (5) (no change)

125. Proposal 3: Amendment to the Articles of Incorporation (AOI) – Asset Management Fee
Reduction & Linkage to Ichigo Hotel Share Performance
If dividend increases as a result of gains on sales and the corresponding value created is
distributed to shareholders as dividend, it constitutes an increase in Ichigo Hotel’s NOI& Dividend Performance Fee. Ichigo Hotel reviewed its NOI & Dividend PerformanceFee, and is proposing to subtract the Gains on Sale Performance Fee amount from the
NOI & Dividend Performance Fee should a Gains on Sale Performance Fee arise(Attachment Item 2).
To further align the asset management company’s incentives with shareholder value,
Ichigo Hotel is proposing to reduce the rates of the Gains on Merger Performance Feeand Gains on REIT TOB Sale Performance Fee from 15% to 10% of Unrealized Gains
per Share multiplied by Number of Shares Outstanding (Attachment Items 3-4).
In order to provide more detail on the Gains on REIT TOB Sale Performance Fee under
the current AOI and reflect the possibility of squeeze-out transactions initiated by thebuyer after a TOB, Ichigo Hotel is proposing to add language that squeezed-out shares
will be included in the calculation of the additional performance fee and the portion of
the performance fee that corresponds to the squeezed-out shares will be calculated at thetime of the completion of the squeeze-out transaction (Attachment Item 4).
(Amended areas underlined)
Current
Attachments

After Amendment
Attachments

Asset Management Fee Structure

Asset Management Fee Structure

2. Gains on Sale Performance Fee

2. Gains on Sale Performance Fee

When the Investment Corporation sells a realestate asset during the relevant fiscal period
and Gains on Sale are generated, a Gains on
Sale Performance Fee shall be calculated bymultiplying the Gains on Sale (before thededuction of the Gains on Sale PerformanceFee) by 15%.

When the Investment Corporation sells a realestate asset during the relevant fiscal period
and Gains on Sale are generated, a Gains on
Sale Performance Fee shall be calculated bymultiplying the Gains on Sale (before thededuction of the Gains on Sale PerformanceFee) by 15%.

Gains on Sale Performance Fee = Gains on
Sale of a real estate asset (before thededuction of the Gains on Sale PerformanceFee) * 15%

Gains on Sale Performance Fee = Gains on
Sale of a real estate asset (before thededuction of the Gains on Sale PerformanceFee) * 15%

However, in cases where the Investment
Corporation’s cumulative sum of all Gains on
Sale of real estate assets minus the sum of all
losses on such sales through the relevant
fiscal period is negative, the Gains on Sale
Performance Fee shall be zero.

However, in cases where the Investment
Corporation’s cumulative sum of all Gains on
Sale of real estate assets minus the sum of all
losses on such sales through the relevant
fiscal period is negative, the Gains on Sale
Performance Fee shall be zero.
Should a Gains on Sale Performance Feearise, the amount will be subtracted from the
NOI & Dividend Performance Fee prescribedin Clause 1 “NOI & Dividend Performance
Fee.”

13

Current

After Amendment

The Gains on Sale Performance Fee payment
date shall be within three months of therelevant fiscal period.

The Gains on Sale Performance Fee payment
date shall be within three months of therelevant fiscal period.

3. Gains on Merger Performance Fee

3. Gains on Merger Performance Fee

When the Investment Corporation merges
with another investment corporation, theGains on Merger Performance Fee shall becalculated by multiplying the Investment
Corporation’s share price as determined by
the merger ratio minus net assets per share at
the time the merger agreement is approved at
the Investment Corporation’s shareholder
meeting (as defined below) by the number ofshares outstanding at the time of the merger
and multiplying by 15%.

When the Investment Corporation merges
with another investment corporation, theGains on Merger Performance Fee shall becalculated by multiplying the Investment
Corporation’s share price as determined by
the merger ratio minus net assets per share at
the time the merger agreement is approved at
the Investment Corporation’s shareholder
meeting (as defined below) by the number ofshares outstanding at the time of the merger
and multiplying by 10%.

Gains on Merger Performance Fee = Gains
per Share at the Time of the Merger (Merger
Price at the Time of the Merger – Net Assets
per Share at the Time of the Merger) *Number of Shares Outstanding at the Time of
the Merger * 15%

Gains on Merger Performance Fee = Gains
per Share at the Time of the Merger (Merger
Price at the Time of the Merger – Net Assets
per Share at the Time of the Merger) *Number of Shares Outstanding at the Time of
the Merger * 10%

However, where the Gains per Share at theTime of the Merger is negative, the Gains on
Merger Performance Fee shall be zero.

However, where the Gains per Share at theTime of the Merger is negative, the Gains on
Merger Performance Fee shall be zero.

The Gains on Merger Performance Fee arises
when the Investment Corporation merges withanother investment corporation either via a
new merged entity or absorption-type merger,(including both cases where the Investment
Corporation is the surviving entity or theextinguished entity in an absorption-typemerger), and the asset management companyof the Investment Corporation due to themerger does not continue to manage the assets
under management due to the merger.

The Gains on Merger Performance Fee arises
when the Investment Corporation merges withanother investment corporation either via a
new merged entity or absorption-type merger,(including both cases where the Investment
Corporation is the surviving entity or theextinguished entity in an absorption-typemerger), and the asset management companyof the Investment Corporation due to themerger does not continue to manage the assets
under management due to the merger.

The Investment Corporation’s Share Price
Calculated Based Upon the Merger Ratio
Stipulated Under the Merger Agreement is theInvestment Corporation’s share pricecalculated by multiplying the closing price ofthe merged investment corporation before themerger agreement is approved at theInvestment Corporation’s shareholder meetingand the merger ratio stipulated under themerger agreement. Net Assets per Share at theTime of the Merger is based upon theInvestment Corporation’s net assets on the

The Investment Corporation’s Share Price
Calculated Based Upon the Merger Ratio
Stipulated Under the Merger Agreement is theInvestment Corporation’s share pricecalculated by multiplying the closing price ofthe merged investment corporation before themerger agreement is approved at theInvestment Corporation’s shareholder meetingand the merger ratio stipulated under themerger agreement. Net Assets per Share at theTime of the Merger is based upon theInvestment Corporation’s net assets (before

14Current
day of the above closing price divided by the
number of shares outstanding at the time of
the merger agreement.

After Amendment
the Gains on Merger Performance Fee isdeducted) on the day of the above closing
price divided by the number of shares
outstanding at the time of the merger
agreement.

When the Investment Corporation merges
with another investment corporation and thetotal appraisal value of the Investment
Corporation’s real estate and other relevant
assets (prior to deducting the Gains on Merger
Performance Fee) used to calculate the merger
ratio exceeds the total book value of theassets, the Gains on Merger Performance Fee
is calculated as 15% of the difference andpaid as compensation to the asset
management company.

When the Investment Corporation merges
with another investment corporation and thetotal appraisal value of the Investment
Corporation’s real estate and other relevant
assets (prior to deducting the Gains on Merger
Performance Fee) used to calculate the merger
ratio exceeds the total book value of theassets, the Gains on Merger Performance Fee
is calculated as 10% of the difference andpaid as compensation to the asset
management company.

The Gains on Merger Performance Fee willarise when the merger agreement is approvedat the Investment Corporation’s shareholder
meeting, and the payment date shall be within
one month of the merger date.

The Gains on Merger Performance Fee willarise when the merger agreement is approvedat the Investment Corporation’s shareholder
meeting, and the payment date shall be within
one month of the merger date.

4. Gains on REIT TOB Sale Performance Fee

4. Gains on REIT TOB Sale Performance Fee

When the Investment Corporation is acquiredby a third party via a TOB, the Gains on REITTOB Sale Performance Fee shall becalculated by multiplying the TOB price pershare minus net assets per share at the time of
the TOB by the number of shares purchasedby the third-party via the TOB andmultiplying by 15%.

When the Investment Corporation is acquiredby a third party via a TOB, the Gains on REITTOB Sale Performance Fee shall becalculated by multiplying the TOB price pershare minus net assets per share at the time of
the TOB by the number of shares purchasedby the third-party via the TOB (however, if asqueeze-out of minority shareholders is to be
initiated after the TOB, then the shares to besqueezed out are to be included) andmultiplying by 10%.

Gains on REIT TOB Sale Performance Fee =Gains per Share (TOB Price – Net Assets per
Share) * Number of Shares Purchased in TOB* 15%

Gains on REIT TOB Sale Performance Fee =Gains per Share (TOB Price – Net Assets per
Share) * Number of Shares Purchased in TOB* 10%However, where the Gains per Share isnegative, the Gains on REIT TOB Sale
Performance Fee shall be zero.

However, where the Gains per Share isnegative, the Gains on REIT TOB Sale
Performance Fee shall be zero.

A TOB sale is completed when theInvestment Corporation’s shares are acquiredby a third party other than the Investment
Corporation and the asset managementcompany via a TOB (limited to cases when
the third party acquires the Investment
Corporation’s share via a TOB). “Net Assets

A TOB sale is completed when theInvestment Corporation’s shares are acquiredby a third party other than the Investment
Corporation and the asset managementcompany of the Investment Corporation via a
TOB, and the asset management company is
to change at the end of the TOB share
15

Current
per Share at the time of the TOB” refers to net
assets at the end of the TOB share acquisition
period divided by the number of shares
outstanding at that time.

After Amendment
acquisition period. “Net Assets per Share at
the time of the TOB” refers to net assets at theend of the TOB share acquisition period(before deduction of the Gains on REIT TOB
Sale Performance Fee) divided by the numberof shares outstanding at that time.

The Gains on REIT TOB Sale Performance
Fee will arise the end of the TOB shareacquisition period. The payment date shall bewithin one month from the last day of thetender offer period.

The Gains on REIT TOB Sale Performance
Fee will arise when the current asset
management company loses its position as theasset management company of the Investment
Corporation the end of the TOB shareacquisition period. (However, if squeeze-outtransactions are scheduled, the portion of theperformance fee at the time of acquisition that
corresponds to the squeezed-out shares will
be calculated at the time of completion of thesqueeze-out transaction.) The payment dateshall be within one month from the time when
the current asset management company loses
its position as the asset management companyof the Investment Corporation after the last
day of the tender offer period. (However, thepayment date for the portion of the Gains on
REIT TOB Sale Performance Fee that
corresponds to the squeezed-out shares will
be at the time of completion of the squeezeout transaction.)16

(4) Proposal 4: Nomination of Eriko Ishii as Executive Director
Due to the expiration of Eriko Ishii’s current term of office as of the end of the Sixth
Shareholder Meeting, Ichigo Hotel is proposing the re-election of Eriko Ishii as
Executive Director.
Under this proposal, pursuant to Article 19, Clause 3 of the AOI, the term of the
Executive Director ends at the end of the shareholder meeting held pursuant to Article 9,
Clause 2 of the AOI after the Executive Director has been appointed.
Ichigo Hotel’s Board of Directors approved this proposal on September 17, 2024.
Title

Name
(Date of Birth)

Executive
Director
Candidate

Eriko Ishii(January 3, 1981)

Career Summary, Positions, Responsibilities, andImportant Concurrent Positions
October 2004
Qualified as Attorney at Law
Mori Hamada & Matsumoto LPC
December 2007 Seconded to Planning and
Coordination Bureau, Corporate
Accounting and Disclosure Division,
Financial Services Agency
August 2010
LL.M. degree, Columbia Law School
October 2010
Seconded to Legal Department, Itochu
Europe PLC (London)February 2011
Admitted as lawyer in New York
April 2016
Visiting Lecturer, Keio University Law
School (current)
July 2016
Partner, Shin Saiwai Law Office(current)
June 2018
External Director, Sophia Holdings
Co., Ltd.
December 2018 External Corporate Auditor, Smart
Drive Inc.
January 2019
External Corporate Auditor,
FUNDINNO, Inc.
May 2019
Supervisory Director, Canadian Solar
Infrastructure Fund, Inc. (current)
June 2019
External Corporate Auditor, Almado
Inc. (current)
July 2019
External Corporate Auditor, LIFE
CREATE Co., Ltd.
March 2021
External Corporate Auditor, TamronCo., Ltd. (current)
Audit Committee Member, Sun* Inc.
(current)
October 2021
External Corporate Auditor, SYNQA
Co., Ltd. (Now OPN Holdings, Co.,
Ltd.) (current)
February 2022
Supervisory Director, Advance Private
Investment Corporation (current)
October 2022
Executive Director, Ichigo Hotel(current)
June 2023
External Corporate Auditor, erex Co.,
Ltd. (current)
December 2023 Audit Committee Member, Smart
Drive Inc. (current)

17

The above Executive Director candidate does not have Ichigo Hotel shares, is not a related
party of Ichigo Hotel or its asset management company, and currently serves as an
Executive Director.

18

(5) Proposal 5: Nomination of Masaru Iida and Ju Furuta as Supervisory Directors
Due to the expiration of Masaru Iida and Satoko Suzuki’s current terms of office as ofthe end of the Sixth Shareholder Meeting, Ichigo Hotel is proposing the re-election of
Masaru Iida and the election of Ju Furuta as Supervisory Directors.
Under this proposal, pursuant to Article 19, Clause 3 of the AOI, the terms of theSupervisory Directors end at the end of the shareholder meeting held pursuant to Article
9, Clause 2 of the AOI after the Supervisory Directors have been appointed.
Title

Name
(Date of Birth)

Career Summary, Positions, Responsibilities, andImportant Concurrent Positions
April 1989
May 1993
April 2001
March 2008
December 2009
January 2010
June 2011

Supervisory
Director
Candidate

Masaru Iida
(February 15, 1967)

July 2011
May 2013
March 2015
July 2015
August 2015
June 2016
February 2019
June 2019
April 2020

19

Joined The Sumitomo Bank, Limited(Now Sumitomo Mitsui Banking
Corporation)
LL.M. degree, University ofPennsylvania Law School
Vice President Planning Dept.
Treasury Unit, Sumitomo Mitsui
Banking Corporation
J.D., Hitotsubashi University Schoolof Law
Qualified as Attorney at Law
Joined Masuda & Partners Law Office
External Corporate Auditor, DeNA
Co., Ltd.
Founded Iida Business Law Office(current)
External Director, Stats Investment
Management Co., Ltd.
External Corporate Auditor, Archaea
Energy Co., Ltd.
Supervisory Director, Ichigo Hotel(current)
Corporate Auditor, Nishi-Tokyo
Recycle Center Co., Ltd. (current)
External Corporate Auditor, Medicare
Life Insurance Co., Ltd. (current)
Auditor, Stats Investment Management
Co., Ltd.
External Corporate Auditor,
ExaWizards Inc. (current)
External Director, Archaea EnergyCo., Ltd. (current)TitleName(Date of Birth)Supervisory
Director
Candidate(New)

Ju Furuta(February 13, 1969)

Career Summary, Positions, Responsibilities, andImportant Concurrent Positions
Chuo Shinko Audit Corporation
October 1991
August 1999
AGS Consulting Co., Ltd. (current)
June 2000
External Corporate Auditor, Nihon
Housing Co., Ltd. (current)
January 2001
Head of MS1, AGS Consulting Co.,Ltd.
December 2008 Partner, AGS Certified Tax Co.
(current)
January 2011
Deputy Head of BS Division, AGS
Consulting Co., Ltd.
June 2013
Auditor, OPTIMA Co.,Ltd. (current)
January 2017
Head of Nagoya Branch, AGS
Consulting Co., Ltd.
April 2020
Auditor, Taketora Holdings, Co., Ltd.
(current)
September 2021 Auditor, Maruhaku Holdings K.K.
(current)
January 2022
Head of SC Division, AGS Consulting
Co., Ltd. (current)
April 2024
Auditor, USC Limited (current)

The above Supervisory Director candidates do not have Ichigo Hotel shares and are notrelated parties of Ichigo Hotel or its asset management company. Masaru Iida currently
serves as Supervisory Director.

20

(6) Proposal 6: Nomination of Hiromi Yamaguchi as Alternate Executive Director
To ensure the minimum number of Directors as required by law, Ichigo Hotel is
proposing the election of Hiromi Yamaguchi as an Alternate Executive Director.
Under this proposal, pursuant to Article 19, Clause 4 of the AOI, the term of theAlternate Executive Director ends at the end of the term of the Executive Director
nominated under Proposal 4.
The nomination of the Alternate Executive Director may be canceled by Ichigo Hotel’sBoard of Directors prior to the Director’s appointment date.
Ichigo Hotel’s Board of Directors approved this proposal on September 17, 2024.
Title

Name
(Date of Birth)

Alternate
Executive
Director
Candidate

Hiromi Yamaguchi(March 6, 1954)

Career Summary, Positions, Responsibilities, andImportant Concurrent Positions
April 1977
Tokyu Hotels International Corporation(Now Pan Pacific Hotels and Resorts)
April 1984
Section Head of Operations &Development Division, Tokyu Hotels
International Corporation
April 1987
Seconded to Pan Pacific Properties Ltd.
as Controller, Administration & Finance
September 1989 Vice President & Financial Controller,
Alpha U.S.A. Inc.
May 1994
Assistant Controller, Sapporo Westin
Hotel Tokyo
April 1996
Director of Finance, Pan Pacific
Yokohama
January 2000
Assistant General Manager, Finance,
People Innovation/Education, andFacilities Development & Maintenance,
Pan Pacific Yokohama
January 2005
Head of Accounting & Finance,
Mandarin Oriental Tokyo K.K.
July 2007
Director, Archon Hospitality K.K. (Now
Abilitas Hospitality Co., Ltd.)
October 2008
Chief Operating Officer, Archon
Hospitality K.K.
July 2015
Representative Director, Hospitality
Directions Co., Ltd. (current)

The above Alternate Executive Director candidate does not have Ichigo Hotel sharesand is not a related party of Ichigo Hotel or its asset management company.

21

(7) Proposal 7: Nomination of Takao Sakuma as Alternate Supervisory Director
To ensure the minimum number of Directors as required by law, Ichigo Hotel is
proposing the election of Takao Sakuma as an Alternate Supervisory Director.
Under this proposal, pursuant to Article 19, Clause 4 of the AOI, the term of theAlternate Supervisory Director ends at the ends of the terms of the Supervisory
Directors nominated under Proposal 5.
The nomination of the Alternate Supervisory Director may be canceled by Ichigo
Hotel’s Board of Directors prior to the Director’s appointment date.
Title

Name
(Date of Birth)

Career Summary, Positions, Responsibilities, andImportant Concurrent Positions
April 2010
August 2013

Alternate
Supervisory
Director
CandidateAugust 2016
Takao Sakuma(May 4, 1987)

July 2019
August 2021
August 2023

KPMG AZSA LLC Financial Services
Qualified as Certified Public
Accountant
KPMG US New York Office Financial
ServicesManager, KPMG AZSA LLC
Financial Services
Senior Manager, Global Solutions
Consulting Co., Ltd.
Director, Global Solutions Consulting
Co., Ltd. (current)

The above Alternate Supervisory Director candidate does not have Ichigo Hotel sharesand is not a related party of Ichigo Hotel or its asset management company.

22

(8) Proposal 8: Appointment of Independent Auditor
In light of Ichigo Hotel’s ongoing growth and pursuant to Article 26 of its AOI, Ichigo
Hotel is proposing to change its Independent Auditor to Deloitte Touche Tohmatsu LLC(Deloitte), taking into account Deloitte’s extensive experience and their proposed audit
service fees.
This proposal was approved by Ichigo Hotel’s Board of Directors on September 17,
2024.
Deloitte Touche Tohmatsu LLC
May 1968
May 1975
October 1986
April 1988
October 1988

Corporate
History

February 1990

April 2001
July 2002
July 2009

Established Tohmatsu Awoki & Co.
Joined Touche Ross International (“TRI”) alliance
Merged with Sanwa & Co. (established in 1973) andchanged company name to Tohmatsu Awoki & Sanwa
Merged with Marunouchi & Co. (established in 1968)
Merged with Nishikata Audit Corporation (established in1969) and Sapporo Dai-ichi Kaikei Audit Corporation(established in 1976)
Merged with Mita Audit Corporation (DH&S-Japanestablished in June 1985) due to the merger of TRI with
Deloitte Haskins & Sells (“DH&S”) in the U.S.; Changed
company name to Tohmatsu & Co.
Merged with SAN-AI Audit Corporation (established in
May 1983)
Merged with Seiwa Audit Corporation (established in 1974)
Converted to a limited liability company and changed
company name in English to Deloitte Touche Tohmatsu
LLC

Paid-in
CapitalJPY 1,173 million (as of February 29, 2024)

Location

Marunouchi Nijubashi Building, Marunouchi 3-2-3, Chiyoda-ku, Tokyo
Details of Executives
Number of Certified Public Accountants (CPAs): 480
Number of Other Executives: 61

Overview

Details of Employees
Number of CPAs: 2,514
Number of Employees who Have Passed the CPA Exam and Assistant CPAs:
1,236
Other Employees: 3,610
Number of Administrative Employees: 89
Total Number of Executives & Employees
7,990 (CPAs: 2,994)

Ichigo Hotel’s current independent auditor, Grant Thorton Taiyo LLC, will resign on
October 26, 2024, due to the end of the contract term.

23

(Reference)
The Deemed Approval provision will not be applicable to any conflicting proposals, as
stipulated under Article 93, Clause 1 of the Investment Trusts Act and Article 15, Clause
1 of the AOI, or any proposals stipulated under Article 15, Clause 3 of the AOI for
which a minority shareholder meeting certain requirements submits a notice of
opposition to Ichigo Hotel.
Ichigo Hotel has not received any notices of opposition from a minority shareholder
regarding Proposals1 to 8 for which Article 15, Clause 3 of the AOI is applicable.

24